Notice to Bondholders

 

TIDM35PS 
 
RNS Number : 8245M 
Premiertel plc 
04 February 2009 
 
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF 
BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK 
THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, 
IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT 
FINANCIAL OR LEGAL ADVISER. 
 
 
IMPORTANT NOTICE TO THE HOLDERS OF THE 
 GBP77,500,000 Class A 5.683 per cent. Bonds due 2029 
ISIN XS0180245515 
(the "Class A Bonds") 
GBP208,707,000 Class B 6.175 per cent. Bonds due 2032 
ISIN XS0180245945 
(the "Class B Bonds") 
 
 
issued by 
Premiertel plc 
(the "Issuer") 
on 25 November 2003 
 
 
The "Class A Bonds" and the "Class B Bonds" are together referred to as the 
"Bonds". 
Capitalised terms used but not otherwise defined in this notice shall have the 
meanings ascribed to them in the Terms and Conditions of the Bonds set out in 
the Trust Deed (the "Trust Deed") dated 25 November 2003 and entered into 
between the Issuer and LaSalle Global Trust Services Limited (formerly ABN AMRO 
Trustees Limited) as trustee (the "Trustee"). 
Downgrading of the Liquidity Facility Provider 
ABN AMRO Bank N.V. acts as liquidity facility provider (the "Liquidity Facility 
Provider"), pursuant to a liquidity facility agreement dated 25 November 2003 
between the Issuer, the Trustee and the Liquidity Facility Provider (the 
"Liquidity Facility Agreement"). The Liquidity Facility Provider was downgraded 
to "A-1" by Standard & Poor's ("S&P") on 19 December 2008 (the "ABN Downgrade"). 
The Issuer became aware of the ABN Downgrade on 12 January 2009. 
The ABN Downgrade constituted a "Liquidity Event" under the terms of the 
Liquidity Facility Agreement. Following the occurence of a Liquidity Event the 
Issuer may, subject to the terms of the Liquidity Facility Agreement, request 
that the Liquidity Facility Provider advance a Standby Drawing equal to the 
undrawn portion of the Liquidity Facility Commitment. In response to the 
occurrence of this Liquidity Event on 19 December 2008, the Issuer served a 
request on the Liquidity Facility Provider for a Standby Drawing in accordance 
with clause 5.2 of the Liquidity Facility Agreement. on 30 January 2009 
Pursuant to clause 7.2.2 of the Liquidity Facility Agreement, the Issuer is 
taking steps to identify a replacement liquidity provider which is a Qualified 
Bank (as defined in the Liquidity Facility Agreement) and has the Requisite 
Rating (as defined in the Liquidity Facility Agreement) and to enter into an 
agreement on substantially the same terms as the Liquidity Facility Agreement 
with such replacement liquidity provider. The Issuer has not yet managed to 
secure a replacement liquidity provider and may not be able to do so. 
The RBS Proposal 
The Royal Bank of Scotland Plc ("RBS"), of which ABN AMRO Bank N.V. is a 
subsidiary, has in a letter to S&P dated 12 January 2009 stated that "although 
its rating is now lower than required under the transaction documents, its 
rating is still consistent with what is required to support notes with a "AAA" 
rating." Accordingly, RBS has proposed that: 
(i) the S&P portion of the definition of "Requisite Rating" in the Liquidity 
Facility Agreement be amended to "A-1" by S&P; and 
(ii) the Liquidity Facility Provider continues to perform its current role, 
together, the "RBS Proposals". 
The Issuer intends to seek confirmation from the Rating Agencies that the making 
of the RBS Proposals would not cause them to downgrade the Bonds. 
Bondholder Information Conference Call 
The Issuer will be convening a Bondholders' information conference call to 
canvass Bondholders' views on the RBS Proposals. A notice setting out the 
details of this Bondholder information conference call will be issued by the 
Issuer shortly. 
Neither the Issuer nor the Trustee expresses any opinion as to the merits of the 
RBS Proposals. The Trustee has informed the Issuer that it has no objection to 
the RBS Proposals being discussed on the Bondholder information conference call 
but advises Bondholders who are in any doubt as to the impact of the RBS 
Proposals, were the same to be implemented, to seek their own independent 
financial advice. 
Queries may be addressed to the Issuer as follows: 
Premiertel plc 
c/o Structured Finance Management Limited 
35 Great St Helen's 
London EC3A 6AP 
Attention:         The Directors 
Telephone:       [phone] 
Fax:             020 7398 6325 
e-mail:[e-mail] 
Ref: Premiertel plc 
Queries may also be addressed to the Trustee as follows: 
 LaSalle Global Trust Services Limited 
 5 Canada Square 
London 
 E14 5AQ 
Attention: Premiertel plc 
Telephone: [phone] 
Fax: [phone] 
e-mail: [e-mail] 
Ref: Premiertel plc 
 
 
This Notice is given by the Issuer. 
4 February 2009 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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